Terms Of Business
1. Definitions
“Provider” refers to Splashcloud Consultancy (SCC) and the services that they provide.
“Client” refers to the organisation receiving services.
“Vendor” refers to any third-party providing services to the client
“Services” means CRM consultancy, solution design, configuration, development, integration, training, documentation, and related support.
“Deliverables” means any documents, configurations, assets, or materials produced as part of the Services.
“Project Scope” refers to the agreed‑upon work outlined in the Statement of Work (SOW), proposal, or written agreement.
“System” refers to the agreed upon CRM system that SCC has agreed to work
2. Scope Of Services
Services will be delivered as described in the agreed SOW or proposal.
Any work outside the agreed scope will be treated as out‑of‑scope and may require a change request, additional fees, or a revised timeline.
Quality assurance testing (QA) will be performed by the Provider, to a level that they deem appropriate to ensure the configured functionality meets the documented business requirements and acceptance criteria.
Provider may recommend best‑practice approaches, but final decisions remain the Client’s responsibility. In cases where final decisions go against the recommendations of the Provider, a written agreement may be required.
3. Client Responsabilities
The Client agrees to:
- Provide timely access to systems, data, stakeholders, and decision‑makers.
- Ensure all required licences, platform permissions, and third‑party tools are active and valid.
- Review and approve deliverables within reasonable timeframes.
- Maintain responsibility for data accuracy, compliance, and internal governance.
- Ensure the quality and preparedness of their data, including any relevant formatting required.
- Ensure availability of key stakeholders and subject matter experts as requested by the Provider, including but not limited to: workshops, playbacks, testing, and training.
4. Fees & Payment Terms
Fees will be outlined in the SOW or proposal and may be fixed‑price, time‑and‑materials, or retainer‑based.
Invoices are payable within 30 days unless otherwise agreed.
Late payments may incur interest at a reasonable commercial rate.
Additional expenses (e.g., travel, software, services, third‑party tools) will be pre‑approved and invoiced separately.
5. Changes & Additional Work
Any changes to scope, timeline, or deliverables must be agreed in writing.
Provider reserves the right to adjust fees, projections and timelines based on approved changes.
Emergency or expedited work may incur premium rates and must be agreed in writing.
6. Intellectual Property
Provider retains ownership of any pre‑existing tools, templates, designs, frameworks, or methodologies.
Custom code or configurations may be reused by the Provider unless explicitly agreed otherwise
The Client receives a non‑exclusive, non‑transferable, revocable licence to use the deliverables (including pre‑existing materials and those created specifically for the client) solely for the duration of the Clients paid licence term (where applicable). Continued use is conditional upon full and timely payment of all applicable fees. The Provider reserves the right to suspend or revoke access to the deliverables if payment obligations are not met.
7. Confidentiallity
Both parties agree to keep confidential any non‑public information shared during the engagement.
Confidentiality obligations survive termination of the agreement
A non-disclosure agreement may be required at the initiation of the agreement.
8. Data Protection and Security
Each party is responsible for complying with applicable data protection laws, including GDPR.
Provider will not access or process personal data unless required for the Services.
Client remains the data controller for all CRM data.
9. Warranties & Limitations
Provider will deliver services with reasonable skill, care, and professionalism.
Provider does not guarantee specific business outcomes, revenue gains, or system performance beyond the agreed scope.
Liability is limited to the total fees paid for the relevant engagement.
Consultant is not liable for:
- Loss of data
- Third‑party system failures
- Client misconfigurations
- Indirect or consequential losses
10. Support & Post‑Implementation
Support services are only included if explicitly stated in the SOW.
Additional support, training, or troubleshooting will be billed separately.
Provider is not responsible for ongoing system maintenance unless contracted.
10. Support & Post‑Implementation
Support services are only included if explicitly stated in the SOW.
Additional support, training, or troubleshooting will be billed separately.
Provider is not responsible for ongoing system maintenance unless contracted.
11. Termination
Either party may terminate the agreement if:
- The other party materially breaches the terms and fails to remedy within 14 days.
- The Client fails to pay invoices within agreed terms.
- Work becomes impossible due to factors outside the Providers control.
Upon termination:
- All completed work to date will be invoiced.
- Access to systems and shared resources must be revoked or returned.
12. Governing Law
This agreement is governed by the laws of England and Wales.
Any disputes will be resolved through negotiation, and if necessary arbitration.
Only should arbitration fail, may disputes be resolved through the courts.
13. Entire Agreement
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These Terms & Conditions, together with the SOW or proposal, form the entire agreement between the parties.
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No verbal agreements or informal commitments are binding unless confirmed in writing.